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BKD > SEC Filings for BKD > Form 8-K on 14-Jun-2013All Recent SEC Filings

Show all filings for BROOKDALE SENIOR LIVING INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BROOKDALE SENIOR LIVING INC.


14-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, John P. Rijos, Co-President and Chief Operating Officer of Brookdale Senior Living Inc. (the "Company"), will retire from the Company, effective June 15, 2013. On June 13, 2013, the Company's Board of Directors appointed Gregory B. Richard to serve as the Company's Executive Vice President and Chief Operating Officer, effective June 16, 2013.

Mr. Richard, 59, has served as the Company's Executive Vice President - Field Operations since January 2008. He previously served as Executive Vice President
- Operations from July 2006 through December 2007. Previously, Mr. Richard served as Executive Vice President and Chief Operating Officer of American Retirement Corporation since January 2003 and previously served as its Executive Vice President - Community Operations since January 2000. Mr. Richard was formerly with a pediatric practice management company from May 1997 to May 1999, serving as President and Chief Executive Officer from October 1997 to May 1999. Prior to this, Mr. Richard was with Rehability Corporation, a publicly traded outpatient physical rehabilitation service provider, from July 1986 to October 1996, serving as Senior Vice President of Operations and Chief Operating Officer from September 1992 to October 1996.

In connection with his appointment, Mr. Richard's base salary was increased to $450,000, effective June 16, 2013. Mr. Richard will also be eligible to receive a total annual cash incentive opportunity equal to 100% of his annual base salary, subject to the terms of the Company's incentive compensation plan for senior executive officers. In addition, Mr. Richard was granted 10,429 shares of Company time-based restricted stock and 10,428 shares of Company performance-based restricted stock under the terms of the Company's Omnibus Stock Incentive Plan, as amended and/or restated from time to time (the "Plan").

The time-based shares of restricted stock vest ratably in four installments on May 20, 2014, May 20, 2015, May 20, 2016 and May 20, 2017, subject only to Mr. Richard's continued employment. Seventy-five percent (75%) of the performance-based shares will vest on May 20, 2016 and twenty-five percent (25%) of the performance-based shares will vest on May 20, 2017, in each case subject to Mr. Richard's continued employment and dependent upon the level of achievement of performance goals established for each tranche by the Compensation Committee of the Company's Board of Directors.

The performance targets for the first tranche of performance-based shares are based on the Company's three year compound annual growth rate ("CAGR") of Cash From Facility Operations ("CFFO") per share, with results to be measured based on the Company's CFFO per share in 2015. The performance targets for the second tranche of performance-based shares are based on the Company's calendar year 2016 return on investment ("ROI") on all Program Max projects approved in 2013 and completed prior to the end of 2014. Any performance-based shares which do not vest in either tranche will be forfeited.


Additional information regarding Mr. Richard's compensation arrangements was included in the Company's Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on April 30, 2013.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its annual meeting of stockholders on June 13, 2013.

(b) Jackie M. Clegg, Randal A. Nardone and James R. Seward were reelected as Class II directors at the annual meeting, to hold office for a term of three years and until their respective successors are duly elected and qualified. The terms of office of the following directors continued after the annual meeting:
Jeffrey R. Leeds, Frank M. Bumstead, Wesley R. Edens, Mark J. Schulte, W.E. Sheriff and Dr. Samuel Waxman.

The following votes were taken in connection with the election of directors at the annual meeting:

                                      Votes       Withhold     Broker
               Director Nominees       For       Authority    Non-Votes
               Jackie M. Clegg     106,285,567    920,083     5,612,654
               Randal A. Nardone   77,646,411    29,559,239   5,612,654
               James R. Seward     106,283,913    921,737     5,612,654

The proposal to ratify the Audit Committee's appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the 2013 fiscal year was approved. The following votes were taken in connection with the proposal:

                                                                                Broker
                                 Votes            Votes                          Non-
 Proposal                         For            Against       Abstentions      Votes
 Ratification of the Audit
 Committee's appointment
 of Ernst & Young LLP as
 independent registered
 public accounting firm
 for the Company for the
 2013 fiscal year             106,248,414       6,168,788        401,102          -

At the annual meeting, the Company's stockholders voted on an advisory basis to approve the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the annual meeting pursuant to the SEC's executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables). The following votes were taken in connection with the proposal:


                                                                            Broker
                                 Votes          Votes                        Non-
   Proposal                       For          Against      Abstentions      Votes
   Advisory vote to approve
   named executive officer
   compensation               101,478,711     5,294,430       432,509      5,612,654


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